Every New York LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.
New York LLC Operating Agreement (Member-managed)
New York LLC Operating Agreement (Manager-managed)
What is a New York LLC Operating Agreement?
A New York LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.
Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.
What should be included in LLC Operating Agreements?
Basic Information
Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your New York LLC Articles of Organization. Operating Agreements should include:
- LLC Name
- LLC effective date
- New York Registered Agent (if applicable)
- purpose of your LLC
- duration of your LLC
- and how your LLC will be taxed
Related Reading: Is a Registered Agent a Member of an LLC?
LLC Ownership
Your Operating Agreement will list all the LLC Members and how much of the Limited Liability Company they each own.
How much of the LLC someone owns is called their “LLC Membership Interest”.
LLC Membership Interest is most often expressed as a percentage (like 5%, 50%, 100%, etc.).
Initial Capital Contributions (putting money into your LLC)
After your LLC is approved, you should open an LLC bank account and put money into that account.
Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.
You will list the initial capital contributions in your LLC’s Operating Agreement.
Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.
- Related article: To learn more about capital contributions, like how much you should contribute, check out LLC Capital Contributions.
Statement about taxes
You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:
- LLC taxed as a Sole Proprietorship
- LLC taxed as a Partnership
- LLC taxed as an S-Corporation
- LLC taxed as a C-Corporation
Voting Rights of LLC Members
The rules of membership voting will be spelled out in your New York LLC’s Operating Agreement.
If you use the Member-managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.
If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).
However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).
Make sure all LLC Members have a copy
Once you finalize your Operating Agreement, make sure all the Members have a copy.
We recommend keeping a copy of the Operating Agreement with your LLC business records.
Operating Agreement FAQs
Is an Operating Agreement required for an LLC in New York?
As per Section 417 of the New York LLC Act, an Operating Agreement isn’t required for an LLC under New York law.
But while it’s not required in New York to conduct business, we strongly recommend having an Operating Agreement for your LLC.
Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.
Why should an LLC with only one Member still have an Operating Agreement?
It’s best to have a written Operating Agreement, even if you are the only Member of your New York LLC (a Single-Member LLC).
If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. And that protects your personal assets.
Does a Multi-Member LLC need an Operating Agreement?
It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This document will spell out ownership percentages, profit distribution, and management responsibilities.
If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.
Do I have to send my Operating Agreement to the state?
No, you don’t have to send your Operating Agreement to the New York State Department, or any other government agency. (That’s why there’s no “filing fee” for an Operating Agreement.)
Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.
The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.
However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.
Additionally, you may also need to show this document to:
- financial institutions when you open a business bank account
- financial institutions if you apply for a loan for the LLC
- a title company if your LLC is buying real estate
Does my LLC Operating Agreement need to be notarized?
No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign it.
Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document. You don’t have to send anything to the New York Department of State.
Can I write my own Operating Agreement?
Yes, but we recommend using an Operating Agreement template.
An Operating Agreement is a legal document. You don’t have to hire a lawyer to write one, though. Using a template helps make sure you cover everything you need to.
LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.
How do you write a simple Operating Agreement?
If you wanted to write a simple New York Operating Agreement without using a template, you could. You’d need to check with the New York LLC Act to make sure it meets all the requirements.
For example, at a minimum, you’d want your New York LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions.
However, there is a lot more information that is important to document about your LLC.
It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.
What is the difference between an LLC and an Operating Agreement?
An LLC (Limited Liability Company) is a type of business structure. It’s a legal business entity that you form by filing a document called the Articles of Organization with the state.
An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.
Said another way, the LLC is your legal entity. And the Operating Agreement is a written set of rules for how the LLC will operate.
You could have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.
How do I set up an LLC in New York?
Here are the steps to starting an LLC in New York:
- Choose an LLC name and make sure it’s available
- Publish a notice in the newspaper about the company you’re planning to start
- File the New York LLC Articles of Organization
- Complete and sign an LLC Operating Agreement
- Get a Tax ID Number (EIN) from the Internal Revenue Service
- Publish another notice in the newspaper about the company you formed
- Research business license requirements
- Open an LLC bank account
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
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You ARE required to have an operating agreement, correct? Per Section 417: “Subject to the provisions of this chapter, the members of a limited liability company shall adopt a
written operating agreement …” “Shall”, meaning will.
Also, according to dos.ny.gov: “The members of an LLC are required to adopt a written Operating Agreement. See Section 417 of the Limited Liability Company Law. The Operating Agreement may be entered into before, at the time of, or within 90 days after the filing of the Articles of Organization. ”
In the FAQ on this page it says: “As per Section 417 of the New York LLC Act, an Operating Agreement isn’t required for an LLC under New York law…”
Great Content! I was able to follow your instructions and complete the LLC formation and Operating Agreement. Thank you! I was able to save $’s
QQ: Is the Operating Agreement for business records or do I need to file it someplace?
Hi Matt,
Your blog is a great source for those who are self learners. It’s really helpful.
With your information, I have successfully created my LLC based on the address of my own residence in NY State. Now my question is, in section 4 of Operating Agreement, you filled out the NW as a registered office and registered agent. In my case what I should write here. Is that will be my own address which I gave in the article of the organization? Please note that I am the Filer as well as the organizer of my LLC.
Thanks
If I get my llc from Legalzoom do I have to also do my Operating Agreement there to or can I do it myself and if so how do I go about doing it? Also thank you so much this page was very helpful!!
Hi Keith, it depends on what options you select when checking out. You can select for them to provide an Operating Agreement. At this time, I believe it’s $99 extra. Or alternatively, you can do it yourself. There is a free LLC Operating Agreement template provided on this page as well as a video explanation. Hope that helps.
Hi Matt. Thanks so much for creating this helpful website. Can you please send me an operating agreement template for a manager managed LLC in New York at your earliest convenience. Happy Holidays!
Hi Richard, you’re very welcome. We just emailed it over to you. Hope that helps and Happy Holidays :-)
Awesome resource, super helpful!!
Thanks Katri! Glad we could help!